Vector Capital Management, L.P. (“Vector”), a leading private equity firm specializing in transformational investments in established technology businesses, today announced that it has entered into a scheme implementation deed under which it will acquire Bigtincan Holdings Limited (ASX: BTH) (“Bigtincan” or the “Company”), a premier provider of sales enablement software and AI solutions to global enterprises, including 100 of the Fortune 500.

Under the terms of the transaction, Vector is paying A$0.22 per share in cash, for an approximate transaction value of A$183 million. Bigtincan’s management team, including Chief Executive Officer and co-founder David Keane, are expected to remain in their current roles leading the strategic direction of the Company and delivering market-leading technologies to their customers.

Rob Amen, a Managing Director and 25-year veteran of Vector Capital, said: “Bigtincan is loved by sales and marketing organizations for its differentiated content and learning capabilities. But what really excited Vector about this investment, is the technology and growth trajectory of Genie AI™, the Company’s generative AI-driven content creation and emulation-based training platform. Vector is thrilled to partner with David and the Bigtincan team to re-ignite revenue growth through product innovation and a relentless focus on customer success.”

Founded in 2010 and headquartered in Waltham, MA, Bigtincan has served thousands of sales and marketing organizations of the world’s leading brands, including Nike, AT&T, Prudential, Merck, Starwood Hotels, Winnebago, Red Bull, and Clorox, among others. The Company’s product portfolio helps clients manage sales collateral and training to enhance salesforce effectiveness, the benefits of which are amplified by its recently released Genie AI™ offerings, which automate content creation and emulate real-world sales training interactions to reduce sales cycles and improve conversion rates.

David Keane, CEO and co-founder of Bigtincan, said: “This transaction is an exciting step forward for Bigtincan and will enable us to build on the strong momentum already underway. Importantly, Vector and Bigtincan are aligned on what matters most – our commitment to delivering the best products and service to our current and future customers. Vector has a 28-year track record of helping technology companies scale and strengthen their operational capabilities. Moreover, we were impressed with how the Vector team invested the time to really understand our business and put forward a plan that will help us accelerate innovation and deliver for our stakeholders over the long term.”

Tom Smith, a Principal at Vector Capital, added: “Vector has a long and rich history of completing software take-private transactions, including some of the earliest in the private equity industry. Operating as a private company will free Bigtincan from unnecessary distractions, and by partnering with Vector, it will have the trusted financial partner the Company has long deserved.”

Regal Funds Management and SQN Investors, who in aggregate own approximately 30% percent of the Company’s outstanding shares, have agreed to support the recommendation of Bigtincan’s Board of Directors, which determined Vector’s revised November 25, 2024 proposal to be a superior proposal.

Completion of the transaction is subject to customary conditions, including the approval of Bigtincan shareholders, an independent expert concluding (and continuing to conclude) that the scheme is in the best interest of Bigtincan shareholders, and approval of the scheme by the Supreme Court of New South Wales, among others. The transaction is expected to close in the first quarter of 2025.

Vector Capital has engaged Johnson Winter Slattery and Sidley Austin LLP as legal counsel, Deloitte LLP as tax advisors, and Alvarez & Marsal as financial advisors in connection with the transaction. Gilbert + Tobin is acting as legal counsel to Bigtincan.

About Vector Capital Management, L.P.

Vector Capital is a leading, San Francisco-based investment firm focused on transformational investments in middle-market technology and technology-enabled businesses. Founded in 1997, Vector manages over $4 billion of capital across its credit and private equity strategies on behalf of a high-quality group of global limited partners. For nearly 28 years, we have invested in technology businesses concurrent with implementing an operational transformation to deliver breakthrough operational and financial results. For more information, please visit www.vectorcapital.com.

About Bigtincan

Bigtincan helps the world’s leading brands facilitate the buying experience of the future. Everything Bigtincan offers is designed to be smart, flexible, and easily adapted to unique business processes with highly personalized experiences that people and brands love. Bigtincan is on a mission to help companies deliver branded buying experiences that are engaging, personalized, provide value and guide people to the best decisions with confidence. Innovative companies like Nike, AT&T, Prudential, Merck, Starwood Hotels, Winnebago and Clorox trust Bigtincan to enable customer-facing teams to intelligently prepare, engage, measure and continually improve the buying experience for their customers. For more information about Bigtincan (ASX: BTH), visit: www.bigtincan.com or follow @bigtincan on X.

For Vector Capital: Nathaniel Garnick / Grace Cartwright Gasthalter & Co. (212) 257-4170 vector@gasthalter.com For Bigtincan: Denise Iverson Bigtincan (617) 981-7557 marketing@bigtincan.com

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